Each year we highlight some Company Law and Company Secretarial points to consider and the following are the points to consider for 2026:-
- Review ARD List
- The new year should start with a full review of all the Annual Return Dates (“ARD”) for your companies to ensure that you maximise the use of the 9-month rule by extending out the ARD 9 months from the financial year end. Group companies should also be checked to ensure that all the companies in the group have the same ARD.
- Review all filings in CORE or Co Sec Software
- It is always useful to review all the filings made with the Companies Registration Office to spot any forms that have been returned or rejected or filed late. This is particularly important for annual returns that were filed late and the CRO has processed the late annual return, and the company has lost audit exemption. The company will not be notified that it filed late particularly if there were funds in your CRO account to pay for the late filing. It might be useful to review your CRO Account also and look for any funds taken above €30 that may indicate late filing.
- Transfer of shares are often missed as the stock transfer forms are not filed in the CRO so it is important to check for these and reflect the transfer on the next annual return after the transfer of shares.
- Audit Exemption
- As mentioned in the previous point, the change to audit exemption means a company may file late once in a 5-year period without losing audit exemption. Any subsequent late filing in the following 5 years will result in the loss of audit exemption for two financial years. Companies will still have to pay late filing fees for the late filing.
- RBO Updated
- Companies are required to file with the RBO within 5 months of the date of incorporation or within 14 days of a change in the beneficial ownership details. It is important that if there has been any change in the beneficial ownership that the internal register is updated and then the central register is also updated.
- Review all Registers & Minute Books
- Every company is required to keep a statutory register which should be kept up to date. The register may be kept in an electronic or hardcopy format. If the company is going to take on investment or be sold it is important that the register is updated so that there are no issues with the information in the register.
- Options if a Company is Late filing
- Companies that file late may not have to go to the District Court for an extension of time to file late annual return if they cannot rely on the “Once in 5 years” late filing exemption. If the company has already filed late in the previous 5 years it may apply to the District Court for an extension of time to file, the late annual return. It will have to have a legitimate reason for filing late twice and requesting the Court for an extension of time to file.
- Involuntary Strike Off and Disqualification of Directors
- The CRO recommenced the Involuntary Strike Off Process in August 2025. The first companies will be struck off later this month, and the names of these companies will be sent to the Corporate Enforcement Authority for potential prosecution. Any company that has been struck off the Register involuntarily the directors are liable to be disqualified from acting as a director for a minimum of 5 years.
- New VIF Form
- The CRO have issued a new VIF Form and checklist to be used when applying for an IPN.
- Directors Addresses
- As we highlighted in December the CLRG proposed that the Companies Act 2014 be amended to allow a company’s relevant officers to provide a “contact address”, located within the State, in addition to their usual residential address. This contact address would be used for public access purposes and for the effective service of documents. There has been some significant push back against the proposal so it will be interesting to see if the proposal is approved.
- Director Identity Verification with Companies House UK
- All directors and PSC’s are required to verify their identity with the Companies House in the UK since 18 November 2025. There has been some significant issues with the verification process so it is important that any director or PSC who will be making a filing in 2026 complete the process in advance of the date for filing. https://clscharteredsecretaries.ie/how-to-verify-your-identity-with-companies-house/
- Irish firms who were used to making filings with the Companies House in the UK may not be able to satisfy the new requirements for acting as an Authorised Corporate Service Provider (“ACSP”) as an ACSP must be regulated by an Anti-Money Laundering Body in the UK so you may have to engage a UK provider or accountancy firm to assist with making filings with the Companies House.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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